STOCK PURCHASE AGREEMENT BY AND AMONG TALENT TEAMS LLC, REKOR SYSTEMS, INC., AND GLOBAL TECHNICAL SERVICES, INC.
Execution Version
Exhibit 2.1
BY AND AMONG
TALENT TEAMS LLC,
AND
GLOBAL TECHNICAL SERVICES, INC.
TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS
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1
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Section
1.01 Defined
Terms.
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1
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Section
1.02 Interpretation.
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5
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ARTICLE 2 THE TRANSACTIONS
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5
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| Section 2.01 The Purchase. |
5
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Section
2.02 Closing.
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6
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Section
2.03 Closing
Deliverables.
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6
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Section
2.04 Additional Closing
Events.
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7
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ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF
SELLER
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7
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Section
3.01 Organization and
Qualification.
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7
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Section
3.02 Power and
Authority.
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7
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Section
3.03 Authorization of
Agreement; Etc.
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7
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Section
3.04 No
Conflict.
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8
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Section
3.05 Capitalization.
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8
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Section
3.06 Tax
Status.
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8
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Section
3.07 Brokers.
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8
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Section 3.08 Financial Statements, No Undisclosed
Liabilities.
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9
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Section
3.09 Existing
Indebtedness.
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9
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Section 3.10 Absence of Certain Changes and
Events.
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9
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Section
3.11 Disclaimer.
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10
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ARTICLE
4 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF
SELLER
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10
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Section
4.01 Good
Title.
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10
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ARTICLE
5 REPRESENTATIONS AND WARRANTIES OF BUYER
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10
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Section
5.01 Organization.
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11
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Section
5.02 Power and
Authority.
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11
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Section
5.03 Authorization of
Agreement; Etc.
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11
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Section
5.04 No
Conflict.
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11
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Section
5.05 Sufficiency of
Funds.
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11
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Section
5.06 No
Brokers.
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11
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ARTICLE
6 COVENANTS AND ADDITIONAL AGREEMENTS OF THE
PARTIES
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11
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Section
6.01 Public
Announcements.
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11
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Section
6.02 Notices of Certain
Events.
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11
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Section
6.03 Consents of Third
Parties.
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11
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Section 6.04 Non-Competition; Non-Solicitation;
Non-Disparagement.
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12
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Section
6.05 Further
Assurances.
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13
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Section 6.06Tax Returns for
Pre-Closing Tax Periods.
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13
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Section
6.07 Continuing
Indemnification.
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13
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ARTICLE
7 SURVIVAL; INDEMNIFICATION
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14
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Section
7.01 Survival.
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14
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Section
7.02 Indemnification by
Seller.
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14
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Section
7.03 Indemnification by
Buyer.
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15
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Section
7.04 Indemnification
Procedures.
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16
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Section
7.05 Cooperation.
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16
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Section
7.06 Payments.
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16
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Section
7.07 Certain
Limitations.
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16
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Section 7.08 Tax Treatment of Indemnification
Payments.
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16
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Section
7.09 Exclusive
Remedy.
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16
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ARTICLE
8 MISCELLANEOUS
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17
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Section
8.01 Notices.
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17
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Section
8.02 Dispute
Resolution.
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18
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Section
8.03 Governing
Law.
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18
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Section
8.04 Waiver of Jury
Trial.
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18
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Section
8.05 Attorneys’
Fees.
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18
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Section
8.06 Confidentiality.
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18
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Section
8.07 Public Announcements
and Filings.
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19
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Section
8.08 Schedules;
Knowledge.
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19
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Section
8.09 Third-Party
Beneficiaries.
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19
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Section
8.10 Expenses.
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19
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Section
8.11 Entire
Agreement.
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19
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Section
8.12 Amendment or
Waiver.
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19
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Section
8.13 Commercially
Reasonable Efforts.
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19
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Section
8.14 Successors and
Assigns.
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20
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Section
8.15 Counterparts.
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20
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Exhibits
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Exhibit
A
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Capitalization
Table
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Exhibit
B
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Form of Promissory
Note
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Exhibit
C
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Sources and Uses of
Funds and Wiring Instructions
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Exhibit
D
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Form of Stock Power
for Global Technical Services, Inc.
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Exhibit
E
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Form of Stock
Pledge Agreement
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Dated as of June 29, 2020
This
Stock Purchase Agreement, (this “Agreement”) is entered
into as of the date first set forth above (the “Closing Date”), by and
among (i) Talent Teams LLC, a Texas limited liability company
(“Buyer”), (ii) Rekor
Systems, Inc., a Delaware corporation (“Seller”), and (iii)
Global Technical Services, Inc., a Texas corporation,
(“TeamGlobal”). Each of
Buyer, Seller and TeamGlobal may be referred to herein collectively
as the “Parties” and separately
as a “Party.”
WHEREAS, Seller
owns all of the outstanding shares of common stock, $0.10 par value
per share of TeamGlobal (the “TeamGlobal Common
Stock”);
WHEREAS, Buyer
desires to acquire from Seller, Seller desires to sell and transfer
to Buyer, certain shares of TeamGlobal Common Stock held by Seller,
and TeamGlobal desires to purchase, and Seller desires to sell to
TeamGlobal all of the remaining shares of TeamGlobal Common Stock,
in exchange for the payment of certain cash and other consideration
and delivery of a promissory note on the terms and subject to the
conditions set forth herein (together with the other transactions
contemplated herein, the “Transactions”);
WHEREAS, the
Managers of Buyer (“Buyer Managers”) and the
Board of Directors of Seller (“Seller Board”) have
determined that the Transactions are desirable and in the best
interests of Buyer and Seller; and
WHEREAS, this
Agreement is being entered into for the purpose of setting forth
the terms and conditions of the Transactions.
NOW
THEREFORE, on the stated premises and for and in consideration of
the mutual covenants and agreements hereinafter set forth and the
mutual benefits to the Parties to be derived herefrom, and for
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound
hereby, the Parties hereby agree as follows:
ARTICLE 1
For
purposes of this Agreement, the following terms shall have the
following meanings:
(a) “Action” means any
claim, action, cause of action, demand, lawsuit, arbitration,
inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena or investigation of any nature, civil,
criminal, administrative, regulatory or otherwise, whether at law
or in equity.
(b) “Affiliate” of a
Person means any other Person that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under
common control with, such Person, and the term
“control” (including the terms “controlled
by” and “under common control with”) means the
possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or
otherwise.
(c) “Agreement” has the
meaning set forth in the introductory paragraph
hereof.
(d) “Balance Sheet” has the
meaning set forth in Section 3.08(a).
(e) “Basket” has the meaning
set forth in Section
7.07(a).
(f) “Business Day” shall mean
any day on which commercial banks are generally open for business
in the State of Maryland.
1
(g) “Buyer” has the meaning
set forth in the introductory paragraph hereof.
(h) “Buyer Indemnified Party”
has the meaning set forth in Section 7.02.
(i) “Buyer Managers” has the
meaning set forth in the recitals hereto.
(j) “Cap” has the meaning set
forth in Section
7.07(c).
(k) “Capitalization Table”
means the table illustrating the amount of each “equity
security”, as that term is defined in the Exchange Act held
by every shareholder of TeamGlobal, attached hereto as Exhibit A.
(l) “Cash Purchase Price” has
the meaning set forth in Section 2.01(b).
(m) “Closing” has the meaning
set forth in Section 2.02.
(n) “Closing Date” has the
meaning set forth in the recitals hereto.
(o) “Code” means the Internal
Revenue Code of 1986, as amended.
(p) “Competing Business” means
any business within the United States, Canada, or on or through the
World-Wide Web, which: (i) involves any products or services
offered by TeamGlobal or described at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, as of the date immediately preceding
the Closing Date; or (ii) is the same as, substantially similar in
terms of product and service offering to, or competitive with a
business described in the foregoing clauses (i) or
(ii).
(q) “Contract” means all
contracts, leases, deeds, mortgages, licenses, instruments, notes,
commitments, undertakings, indentures, joint ventures and all other
agreements, commitments and legally binding arrangements, whether
written or oral.
(r) “Customer” has the meaning
set forth in Section
1.02(a)(ii).
(s) “Derivatives” means any
options, warrants, convertible securities or other rights,
agreements, arrangements or commitments of any character relating
to the Equity Securities of TeamGlobal or obligating TeamGlobal to
issue or sell any Equity Securities.
(t) “Direct Claim” has the
meaning set forth in Section
7.04(c).
(u) “Dispute” has the meaning
set forth in Section
8.02(a).
(v) “Enforceability
Exceptions” means (a) applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and
other similar Laws of general application affecting enforcement of
creditors’ rights generally and (b) general principles
of equity.
(w) “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
(x) “Financial Statements” has
the meaning set forth in Section 3.08(a).
(y) “Fundamental
Representations” has the meaning set forth in
Section
7.01(a).
(z) “GAAP” has the meaning set
forth in Section
3.08(a).
2
(aa) “Governmental
Authority” means any federal, state, local or
foreign government or political subdivision thereof, or any agency
or instrumentality of such government or political subdivision, or
any self-regulated organization or other non-governmental
regulatory authority or quasi-governmental authority (to the extent
that the rules, regulations or orders of such organization or
authority have the force of Law), or any arbitrator, court or
tribunal of competent jurisdiction.
(bb) “Governmental
Authorization” means any (a) consent, license,
registration, or permit issued, granted, given, or otherwise made
available by or under the authority of any Governmental Authority
or pursuant to any Law; or (b) right under any Contract with any
Governmental Authority.
(cc) “Income
Tax” or “Income Taxes” means all
federal, state, local, foreign and other net income, gross income,
gross receipts, franchise, or profits taxes, fees, assessments, or
charges of any kind whatsoever (including any amounts resulting
from the failure to file any Tax Return), in each case together
with any interest, additions, or penalties with respect thereto and
any interest in respect of such additions or
penalties.
(dd) “Indebtedness”
means, with respect to TeamGlobal, (i) all capital lease
obligations of such party, (ii) all obligations of TeamGlobal for
borrowed money (including lines of credit, term loans, mortgage
loans, bonds, debentures, notes, deeds of trust, and member loans
or with respect to deposits, overdrafts, or advances of any kind),
(iii) all guarantees by such party of Indebtedness of other
Persons, and (iv) all accrued but unpaid interest, redemption,
termination, or prepayment premiums or penalties and any other fees
and expenses relating to any of the obligations described in
clauses (i), (ii), and (iii).
(ee) “Indemnified
D&O Party” has the meaning set forth in
Section
6.07(a).
(ff) “Indemnified
Party” has the meaning set forth in Section 7.04.
(gg) “Indemnifying
D&O Parties” has the meaning set forth in
Section
6.07(b).
(hh) “Indemnifying
Party” has the meaning set forth in Section 7.04.
(ii) “Knowledge
of Seller” means the actual knowledge, after due
inquiry, of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Hen and ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇.
(jj) “Law” means
any statute, law, ordinance, regulation, rule, code, order,
constitution, treaty, common law, judgment, decree, other
requirement or rule of law of any Governmental
Authority.
(kk) “Liabilities”
means any liabilities, obligations or commitments of any nature
whatsoever, asserted or unasserted, known or unknown, absolute or
contingent, accrued or unaccrued, matured or unmatured or
otherwise, including without limitation any penalties, interest
and/or excise tax as may be applicable, including, without
limitation and regard to materiality, obligations to officers,
directors, employees, and Affiliates.
(ll) “Liens”
has the meaning set forth in Section 4.01.
(mm) “Losses”
means losses, damages, Liabilities, deficiencies, Actions,
judgments, interest, awards, penalties, fines, costs or expenses of
whatever kind, including reasonable attorneys’ fees and the
cost of enforcing any right to indemnification hereunder and the
cost of pursuing any insurance providers; provided, however, that
“Losses” shall not include (i) punitive damages, except
in the case of fraud or to the extent actually awarded to a
Governmental Authority or other third party or (ii) lost profits or
consequential damages, in any case.
(nn) “Note”
has the meaning set forth in Section 2.01(b).
(oo) “Parties”
and “Party” have the meanings
set forth in the introductory paragraph hereof.
(pp) “Person” means
an individual, corporation, partnership, joint venture, limited
liability company, Governmental Authority, unincorporated
organization, trust, association or other entity.
3
(qq) “Pre-Closing
Tax Period” means any taxable period ending on or
before the Closing Date and, with respect to any taxable period
beginning before and ending after the Closing Date, the portion of
such taxable period ending on and including the Closing
Date.
(rr) “Purchase
Price” has the meaning set forth in Section 2.01(b).
(ss) “Representative” means,
with respect to any Person, any and all directors, officers,
employees, consultants, financial advisors, counsel, accountants
and other agents of such Person.
(tt) “Selected
Courts” has the meaning set forth in Section 8.03.
(uu) “Seller”
has the meaning set forth in the introductory paragraph
hereof.
(vv) “Seller
Board” has the meaning set forth in the recitals
hereto.
(ww) “Seller
Charter Documents” means the Certificate of
Incorporation, bylaws and other corporate documents and agreements
of Seller.
(xx) “Seller
Disclosure Schedules” has the meaning set forth in the
introductory paragraph to ARTICLE 3.
(yy) “Seller
Indemnified Party” has the meanings set forth in
Section
7.03.
(zz) “Stock
Pledge Agreement” means a stock pledge agreement
substantially in the form attached as Exhibit E pursuant to which
Buyer will grant to Seller a first priority perfected security
interest in the TeamGlobal Common Stock to fully secure the
Note.
(aa) “Stock
Power” has the meaning set forth in Section
2.03(a)(i).
(bb) “Taxes”
means: all federal, state, and local sales, use, ad valorem,
transfer, registration, license, lease, service, service use,
withholding, payroll, employment, excise, severance, stamp,
occupation, premium, property, unclaimed property, escheat,
windfall profits, customs, duties or other taxes of any kind
whatsoever (including any amounts resulting from the failure to
file any Tax Return), together with any interest and any penalties,
additions to tax or additional amounts with respect thereto. The
term “Taxes” also includes all
Income Taxes.
(cc) “Tax
Representation” has the meaning set forth in
Section
7.01(a).
(dd) “Tax
Return” or “Tax Returns” has the
meaning set forth in Section 3.06(a).
(ee) “TeamGlobal”
has the meaning set forth in the introductory paragraph
hereof.
(ff) “TeamGlobal
Charter Documents” has the meaning set forth in
Section
3.01(b).
(gg) “TeamGlobal
Common Stock” has the meaning set forth in the
recitals hereto.
(hh) “Third-Party
Claim” has the meaning set forth in Section 7.04(a).
4
(ii) “Transaction
Documents” means this Agreement, the Note, the
Stock Power, the Seller Disclosure Schedules and any other
document, certificate or agreement to be delivered hereunder or in
connection with the Transactions.
(jj) “Transaction
Expenses” means any unpaid amount of any and all fees
and expenses, incurred by or on behalf of, or paid or to be paid
directly by, TeamGlobal or any Person that TeamGlobal pays or
reimburses or is otherwise legally obligated to pay or reimburse
(and which Seller causes to be incurred) by or on behalf of
TeamGlobal on or before the Closing Date, in connection with the
negotiation, preparation or execution of this Agreement, the
Transaction Documents or the performance or consummation of the
Transactions.
(kk) “Transactions”
has the meaning set forth in the recitals hereto.
Unless
the express context otherwise requires: (i) the words
“hereof,” “herein,” and
“hereunder” and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole and not to
any particular provision of this Agreement; (ii) terms defined in
the singular shall have a comparable meaning when used in the
plural, and vice versa; (iii) the terms “Dollars” and
“$” mean United States Dollars; (iv) references herein
to a specific Section, Subsection, Recital or Exhibit shall refer,
respectively, to Sections, Subsections, Recitals or Exhibits of
this Agreement; (v) wherever the word “include,”
“includes,” or “including” is used in this
Agreement, it shall be deemed to be followed by the words
“without limitation”; (vi) references herein to any
gender shall include each other gender; (vii) references herein to
any Person shall include such Person’s heirs, executors,
personal Representatives, administrators, successors and assigns;
provided, however, that nothing contained in this Section
1.02 is intended to authorize any assignment or transfer
not otherwise permitted by this Agreement; (viii) references herein
to a Person in a particular capacity or capacities shall exclude
such Person in any other capacity; (ix) references herein to any
Contract (including this Agreement) mean such Contract as amended,
supplemented or modified from time to time in accordance with the
terms thereof; (x) with respect to the determination of any period
of time, the word “from” means “from and
including” and the words “to” and
“until” each means “to but excluding”; (xi)
references herein to any Law or any license mean such Law or
license as amended, modified, codified, reenacted, supplemented or
superseded in whole or in part, and in effect from time to time;
and (xii) references herein to any Law shall be deemed also to
refer to all rules and regulations promulgated
thereunder.
ARTICLE 2
(a) On the terms and
subject to the conditions set forth in this Agreement, on the
Closing Date, Seller, shall sell, assign, transfer and deliver to
Buyer, free and clear of all Liens, seven and one-half percent
(7.5%) all of the shares of TeamGlobal Common Stock held by Seller,
as set forth on the Capitalization Table, for the payment set forth
in Section
2.01(b)(i), and TeamGlobal shall purchase, free and clear of
all Liens, all the remaining shares of TeamGlobal Common Stock for
the payments set forth in Section 2.01(b)(ii) and
Section
2.01(b)(iii).
(b) In exchange for the
sale, assignment, transfer, redemption, and delivery of the
TeamGlobal Common Stock, Buyer and TeamGlobal shall pay to Seller a
total purchase price of $4,000,000 (the “Purchase Price”). The
Purchase Price shall be paid by: (i) wire transfers from Buyer to
Seller on the Closing Date of the total amount of $300,000; (ii)
wire transfer from TeamGlobal to Seller on the Closing Date of the
total amount of $2,000,000; and (iii) delivery by TeamGlobal to
Seller of a duly executed promissory note in the initial principal
amount of $1,700,000 dated the Closing Date in the form attached as
Exhibit B (the
“Note”). The payments
described in clauses (i) and (ii) of the preceding sentence are
hereafter referred to as the “Cash Purchase Price” and
will be made pursuant to wire instructions set forth on
Exhibit
C.
(c) Seller shall be
responsible for the payment of any and all Taxes that may be
imposed on Seller pursuant to the Transactions, including, without
limitation, as a result of the receipt of the Purchase
Price.
5
The
closing of the Transactions (the “Closing”) shall take
place on the Closing Date remotely via the electronic exchange of
documents and signatures related to the Transactions. At the
Closing, the Parties shall exchange the documents and make the
payment contemplated by Section 2.03 and Section
2.01(b).
For Tax and accounting purposes, the Parties will treat the Closing
as being effective as of 11:59 p.m. Eastern Time on the Closing
Date.
(a) At
the Closing, Seller shall deliver to Buyer:
(i) a certificate of a
duly authorized officer of Seller, dated as of the Closing Date, in
form and substance satisfactory to Buyer: (A) attaching and
certifying copies of any resolutions of the Seller Board relating
to this Agreement, the other Transaction Documents and the
Transactions; (B) certifying the name, title and true signature of
each officer of Seller executing or authorized to execute this
Agreement, the Transaction Documents, and such other documents,
instruments and certifications required or contemplated hereby or
thereby; (C) attaching and certifying copies of resolutions or
written consents of the TeamGlobal Board of Directors and the
Seller authorizing the Transactions and (D) attaching and
certifying (i) a true, correct and complete copy of the TeamGlobal
Charter Documents, certified by the Secretary of State of the State
of Texas, and (ii) a certificate of good standing and legal
existence of Seller and TeamGlobal issued by the Secretary of State
of the State of Texas and dated as of a date no earlier than three
Business Days prior to the Closing Date;
(ii) a
stock power, substantially in the form attached hereto as
Exhibit D
(“Stock
Power”) duly executed by Seller and referencing the
TeamGlobal Common Stock to be sold to Buyer at the Closing by
Seller;
(iii) evidence
of payment by the Seller of all Transaction Expenses (if any),
including true and correct copies of all invoices with respect to
the Transaction Expenses (if any);
(iv) an
IRS Form W-9 completed by Seller;
(v) suitable
documentation evidencing that control of all bank accounts set
forth on Section 2.03(a)(v) of the Seller Disclosure
Schedules will be turned over to Buyer effective as of the
Closing;
(vi) evidence
reasonably satisfactory to the Buyer of the release of any Liens on
the TeamGlobal Common Stock and TeamGlobal assets maintained by
U.S. Bank, N.A. and its Affiliates, and release of all obligations
and Liabilities under that certain Note Purchase Agreement dated as
of March 12, 2019, as amended, between Novume Solutions, Inc., the
Guarantors (as defined in the Note Purchase Agreement, U.S. Bank
N.A., and Cedarview Capital Management, L.P.) and any related
ancillary agreements;
(vii) written
resignations of each TeamGlobal director other than ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, effective as of the Closing Date;
and
(viii) the
Stock Pledge Agreement signed by the Seller;
(ix) such
other documents as Buyer may reasonably request for the purpose of
evidencing the accuracy of any of Seller’s representations
and warranties or otherwise facilitating the consummation or
performance of any of the Transactions.
(b) At the
Closing:
(i) Buyer and
TeamGlobal shall deliver to Seller the Cash Purchase
Price;
(ii) TeamGlobal
shall deliver to Seller the Note;
(iii) Buyer
shall deliver to Seller the Stock Pledge Agreement;
6
(iv) Buyer
shall deliver to Seller a certificate of the Secretary of Buyer,
dated as of the Closing Date, in form and substance satisfactory to
Seller: (A) attaching and certifying copies of any resolutions of
the Buyer Managers relating to this Agreement, the other
Transaction Documents and the Transactions; (B) certifying the
name, title and true signature of each officer of Buyer executing
or authorized to execute this Agreement, the Transaction Documents,
and such other documents, instruments and certifications required
or contemplated hereby or thereby; and
(v) Buyer and
TeamGlobal shall deliver such other documents as Seller may
reasonably request for the purpose of evidencing the accuracy of
any of Buyer’s representations and warranties or otherwise
facilitating the consummation or performance of any of the
Transactions.
At
the Closing, Buyer, TeamGlobal and Seller shall execute,
acknowledge, and deliver (or shall cause to be executed,
acknowledged, and delivered), any and all certificates, Financial
Statements, schedules, agreements, resolutions, rulings or other
instruments required by this Agreement to be so delivered at or
prior to the Closing, together with such other items as may be
reasonably requested by the Parties hereto and their respective
legal counsel in order to effectuate or evidence the
Transactions.
ARTICLE
3
As an
inducement to the consummation of the Transactions, Seller
represents and warrants to Buyer, as modified by the schedules of
exceptions to the representations of Seller annexed hereto (the
“Seller Disclosure
Schedules”) as follows:
(a) TeamGlobal
is a corporation duly organized, validly existing, and in good
standing under the Laws of the State of Texas and has the power and
is duly authorized under all applicable Laws, to carry on its
business in all material respects as it is now being conducted.
TeamGlobal is qualified to do business in the states where the
character of the properties and assets occupied, owned, leased or
operated by TeamGlobal or the nature of its business requires such
qualification, except where any failure to be so qualified would
not individually or in the aggregate be material to TeamGlobal. To
the Knowledge of Seller, no proceeding has been instituted in any
jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail the power and authority or qualification of
TeamGlobal within such jurisdiction. TeamGlobal does not have any
subsidiaries and does not own Equity Securities of any other
Person.
(b) The Articles of
Incorporation, bylaws and other corporate documents and agreements
of TeamGlobal (the “TeamGlobal Charter
Documents”) are set forth in Section 3.01(b) of the Seller
Disclosure Schedules. Seller and TeamGlobal have taken all actions
required by Law, the TeamGlobal Charter Documents, or otherwise to
authorize the execution and delivery of this
Agreement.
(c) Seller is duly
organized, validly existing, and in good standing under the Laws of
the State of Delaware and has the power and is duly authorized
under all applicable Laws, to carry on its business in all material
respects as it is now being conducted.
Seller
and TeamGlobal have all requisite power and authority to execute,
deliver and perform their obligations under this Agreement and the
Transaction Documents, and to consummate Transactions.
The
execution, delivery and performance of this Agreement and the other
Transaction Documents by Seller and TeamGlobal, and the
consummation of Transactions, have been duly authorized and all
necessary corporate action of Seller and TeamGlobal. This Agreement
has been duly executed and delivered on behalf of Seller and
TeamGlobal. This Agreement constitutes a valid and binding
obligation of Seller and TeamGlobal enforceable in accordance with
its terms, except that such enforcement may be limited by the
Enforceability Exceptions, and subject to the qualification that
the availability of equitable remedies is subject to the discretion
of the court before which any proceeding therefore may be
brought.
7
The
execution of this Agreement and the Transaction Documents, and the
consummation of the Transactions (i) will not violate any provision
of the TeamGlobal Charter Documents or the Seller Charter
Documents, (ii) will not, with or without notice, lapse of time or
both, result in the breach of any term or provision of, constitute
a default under, or terminate, accelerate or modify the terms of
any indenture, mortgage, deed of trust, material Contract, or other
material agreement, or instrument to which TeamGlobal or Seller is
a party or to which any of its assets, properties or operations are
subject, (iii) violate any provision of Law, statute, rule,
regulation, Governmental Authority order, or executive order to
which TeamGlobal or Seller is subject, (iv) violate any judgment,
order, writ or decree of any court applicable to TeamGlobal or
Seller, or (v) result in the creation of any Liens or Indebtedness
(other than that explicitly provided for in this Agreement), except
in the case of clauses (ii), (iii) and (iv) of this sentence for
breaches or violations that would not individually or in the
aggregate be reasonably expected to materially and adversely affect
the business or financial results of either TeamGlobal or
Seller.
(a) The authorized
shares of capital stock of TeamGlobal consist of 1,000,000 shares
of common stock, $0.10 par value per share.
(b) The Capitalization
Table is true, correct and complete.
(c) The only shares of
TeamGlobal Common Stock issued and outstanding are those owned by
Seller, in the amounts set forth on the Capitalization Table. None
of the outstanding shares of TeamGlobal Common Stock were issued in
violation of the preemptive or other rights of any shareholder or
other Person. All of the shares of TeamGlobal Common Stock owned by
Seller have been offered, sold and delivered by TeamGlobal in
compliance with all applicable federal and state securities Laws or
an exemption thereto.
(d) Other than as set
forth on the Capitalization Table, there are no outstanding or
authorized Derivatives, and TeamGlobal does not have outstanding or
authorized any stock appreciation, phantom stock, profit
participation or similar rights. There are no voting trusts,
stockholder agreements, proxies or other agreements or
understandings in effect with respect to the voting or transfer of
any of the shares of TeamGlobal Common Stock or to which such
shares are subject.
(e) The issued and
outstanding shares of TeamGlobal Common Stock are duly authorized,
validly issued, fully paid, non-assessable, and owned beneficially
by the Seller, free and clear of all Liens, other than restrictions
on transfer provided for in the Transaction Documents, the
TeamGlobal Charter Documents and under applicable Laws. Upon
consummation of the Transactions contemplated by this Agreement,
Buyer shall own all of the shares of TeamGlobal Common Stock, free
and clear of all Liens.
(b) For the period from
October 1, 2017 to the date hereof TeamGlobal (or the Seller on
TeamGlobal’s behalf) has made or filed all federal and state
Income Tax Returns, reports and declarations required by any
jurisdiction to which it is subject (unless, and only to the
extent, TeamGlobal has set aside on its books, provisions
reasonably adequate for the payment of all such unpaid and
unreported taxes) with respect to any Tax, including but not
limited to Income Tax (the “Tax Return” or
“Tax
Returns”). Such Tax Returns are, or will be, true,
complete, and correct in all respects. TeamGlobal (or Seller) has
paid all Income Taxes that are shown or determined to be due on
such Tax Returns, except those being contested in good faith. To
the Knowledge of Seller, there are no unpaid Income Taxes claimed
to be due or may be due by TeamGlobal by the taxing authority of
any jurisdiction. To the Knowledge of Seller, there are no unpaid
Taxes (other than Income Taxes) in any material amount claimed to
be due by TeamGlobal by the taxing authority of any
jurisdiction.
(c) To the Knowledge of
Seller, no extensions or waivers of statutes of limitations have
been given or requested with respect to any TeamGlobal Income
Taxes. All Income Tax deficiencies asserted, or assessments made,
against TeamGlobal as a result of any examinations by any taxing
authority have been fully paid. TeamGlobal is not a party to any
Action by any taxing authority. To the Knowledge of Seller, there
are no pending or threatened Actions by any taxing authority.
Seller has delivered to Buyer copies of all Tax Returns,
examination reports, and statements of deficiencies assessed
against, or agreed to by, TeamGlobal for all Income Tax periods
ending after October 1, 2017. To the Knowledge of Seller, there are
no Liens for Taxes (other than for current Taxes not yet due and
payable) upon the assets of TeamGlobal.
(d) Except for
TeamGlobal’s participation as a member of the Rekor Systems,
Inc. Tax group, TeamGlobal has not been a member of an affiliated,
combined, consolidated or unitary Tax group for Tax purposes. To
the Knowledge of Seller, TeamGlobal has no Liability for Taxes of
any Person (other than TeamGlobal) under Treasury Regulations
Section 1.1502-6 (or any corresponding provision of state, local,
or foreign Law), as a transferee or successor, by contract or
otherwise.
Except
as disclosed in Section
3.07 of the Seller Disclosure Schedules, neither Seller nor
TeamGlobal has retained any broker or finder in connection with any
of the Transactions, and has not incurred or agreed to pay, or
taken any other action that would entitle any Person to receive,
any brokerage fee, finder’s fee or other similar fee or
commission with respect to any of the Transactions.
8
(a) Financial
Statements. TeamGlobal’s unaudited financial
statements for fiscal years 2018 and 2019, and the unaudited
balance sheet of TeamGlobal for the period ended on May 31, 2020
(collectively, the “Financial Statements”),
copies of all of which have been provided to Buyer and TeamGlobal,
are true, correct, and complete in all material respects and have
been prepared from the books, records and accounts of TeamGlobal
consistently applied and fairly present in all material respects
the financial position of TeamGlobal as of the date of the
statements and the results of TeamGlobal’s operations for the
periods covered by the statements. TeamGlobal Financial Statements
are prepared in accordance with United States generally accepted
accounting principles (“GAAP”). There has been no
material adverse change in TeamGlobal’s financial condition
since May 31, 2020. The balance sheet for the period ending May 31,
2020 is referred to in this Agreement as the “Balance Sheet.”
Section 3.08(a) of
the Seller Disclosure Schedules contains a copy of the Balance
Sheet.
(b) No Undisclosed Liabilities. To
the Knowledge of Seller, TeamGlobal does not have any Liability or
obligation of any nature, whether accrued, absolute, contingent or
otherwise, whether known or unknown, except for Liabilities (i) set
forth on Section
3.08(b) of the Seller Disclosure Schedule, (ii) reflected on
the Balance Sheet, (iii) incurred since the date of the Balance
Sheet in the ordinary course of business consistent with past
practice and which are not, individually or in the aggregate,
material in amount, or (iv) which are expressly disclosed on any
other section of the Seller Disclosure Schedule or this Agreement.
To the Knowledge of Seller, all the assets of TeamGlobal are free
and clear of any Liens placed thereon by Seller or caused to be
placed thereon by Seller, except for any Liens related to
Indebtedness listed on Section 3.09 of the Seller
Disclosure Schedule.
Except
as described therein, and except with respect to Indebtedness from
which TeamGlobal will be released on the Closing Date, Section
3.09 of the Seller Disclosure Schedule sets forth a
complete and correct list of all outstanding Indebtedness of
TeamGlobal as of the Closing Date, specifying whether such
Indebtedness is secured or unsecured. Except as set forth on
Section 3.09 of the
Seller Disclosure Schedule, as of the Closing Date, to the
Knowledge of Seller, TeamGlobal is not in default and no waiver of
default is currently in effect, in the payment of any principal or
interest on any such Indebtedness, and no event or condition exists
with respect to any such Indebtedness, that would permit (or that
with notice or the lapse of time, or both, would permit) one or
more Persons to cause such Indebtedness to become due and payable
before its stated maturity or before its regularly scheduled dates
of payment.
Since
December 31, 2019, to the Knowledge of Seller, TeamGlobal has
conducted its business only in the ordinary course and there has
not been any:
(a) change in the
authorized or issued shares of TeamGlobal’s capital stock
(including TeamGlobal Common Stock) or split, combination or
reclassification of any shares of TeamGlobal Common
Stock;
(b) grant of any
option, warrant, or other right to purchase or obtain (including
upon conversion, exchange, or exercise) shares of TeamGlobal Common
Stock;
(c) issuance of any
security convertible into such TeamGlobal Common
Stock;
(d) grant of any
purchase, redemption, or other acquisition of any shares of
TeamGlobal Common Stock; or declaration or payment of any
distribution or payment in respect of shares of TeamGlobal Common
Stock;
(e) material change in
the accounting methods used by TeamGlobal;
(f) imposition, by
action of the Seller, of any Liens or other encumbrances upon any
of TeamGlobal Common Stock; or
(g) action by Seller to
make, change, or rescind any Tax election for TeamGlobal, amend any
TeamGlobal Tax Return, or take any position on any Tax Return, take
any action, omit to take any action or enter into any other
transaction that would have the effect of increasing the Tax
Liability or reducing any Tax asset of TeamGlobal in respect of any
post-Closing Tax period.
9
BUYER
ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH IN THIS AGREEMENT, INCLUDING THE REPRESENTATIONS AND
WARRANTIES IN THIS ARTICLE
3 (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES), ANY
CERTIFICATE DELIVERED PURSUANT HERETO, OR ANY TRANSACTION DOCUMENT
(I) SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF
ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE
OR QUALITY OF TEAMGLOBAL OR ITS ASSETS, AND SELLER SPECIFICALLY
DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE,
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO
TEAMGLOBAL OR ITS ASSETS, OR THE ABSENCE OF ANY DEFECTS IN THE
ASSETS OF TEAMGLOBAL, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD
THAT TEAMGLOBAL AND ITS ASSETS AND LIABILITIES ARE BEING ACQUIRED
THROUGH THE TRANSACTIONS “AS IS, WHERE IS” ON THE
CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY
ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF; (II) NONE OF
SELLER NOR ANY OF ITS AFFILIATES, NOR ANY REPRESENTATIVE OF THE
FOREGOING, IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER
REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED
EXCEPT AS PROVIDED IN THIS ARTICLE 3 AND AS OTHERWISE SET
FORTH ELSEWHERE IN THIS AGREEMENT, AND ANY OTHER STATEMENT OR
INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING)
TO BUYER OR ITS AFFILIATES OR ITS REPRESENTATIVES (INCLUDING ANY
OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR
MAY BE PROVIDED TO BUYER OR ANY BUYER REPRESENTATIVE BY ANY
DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE
OF SELLER OR ANY SELLER AFFILIATE) IS SUPERSEDED HEREBY; AND (III)
SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OF
THE FOREGOING REFERENCED IN SUB-CLAUSES (I) AND (II).
ARTICLE 4
Seller
hereby represents and warrants to Buyer, solely with respect to the
shares of TeamGlobal Common Stock tendered by Seller at Closing, as
follows.
Seller is the record and beneficial owner, and has good title
to the shares of TeamGlobal Common Stock set forth opposite its
name on the Capitalization Table, with the right and authority to
sell and deliver such shares of TeamGlobal Common Stock, free and
clear of all Liens and claims, accounts (whether payable or
receivable), charges, encumbrances, pledges, mortgages, security
interests, options, rights to acquire, proxies, voting trusts or
similar agreements, restrictions on transfer or adverse claims of
any nature whatsoever (collectively, “Liens”)
other than restrictions on transfer provided for in the Transaction
Documents, the TeamGlobal Charter Documents and under applicable
Laws and other than Liens to be released prior to Closing.
None of the shares of TeamGlobal Common Stock held by Seller
is subject to pre-emptive or similar rights, either pursuant to any
TeamGlobal Charter Documents, requirement of Law or any Contract,
and Seller does not have any pre-emptive rights or similar rights
to purchase or receive any TeamGlobal Common Stock or other
interests in TeamGlobal. Seller has the power and authority to
transfer the shares of TeamGlobal Common Stock set forth opposite
its name on the Capitalization Table to Buyer and TeamGlobal as
contemplated pursuant to the terms of this Agreement and upon
delivery of any certificate or certificates duly assigned,
representing the same as herein contemplated and/or upon
registering Buyer and TeamGlobal or their designees as the new
owners of such shares of TeamGlobal Common Stock in the records
maintained by TeamGlobal listing the names of shareholders and
their respective ownership of shares of TeamGlobal Common Stock.
Buyer and TeamGlobal or their designees will receive good title to
such shares of TeamGlobal Common Stock, free and clear of all Liens
other than Liens provided for in the Transaction Documents, the
TeamGlobal Charter Documents, the Financial Statements of
TeamGlobal provided to Buyer and TeamGlobal and under applicable
Laws.
ARTICLE
5
As an
inducement to, and to obtain the reliance of Seller, Buyer
represents and warrants to Seller as follows:
Buyer
is a limited liability company duly organized, validly existing,
and in good standing under the Laws of the State of Texas and has
the power and is duly authorized under all applicable Laws,
regulations, ordinances, and orders of public authorities to carry
on its business in all material respects as it is now being
conducted. The execution and delivery of this Agreement and the
Transaction Documents does not, and the consummation of
Transactions will not, violate any provision of Buyer’s
articles of organization or operating agreement. Buyer has taken
all action required by Law, its articles of organization or
operating agreement, or otherwise to authorize the execution and
delivery of this Agreement and the consummation of the
Transactions.
10
Buyer
has all requisite power and authority to execute, deliver and
perform its obligations under this Agreement and the Transaction
Documents and to consummate the Transactions.
This
Agreement has been duly executed and delivered on behalf of Buyer.
This Agreement constitutes, and when executed the Transaction
Documents will constitute, valid and binding obligations of Buyer
enforceable in accordance with their terms, except that such
enforcement may be limited by the Enforceability Exceptions, and
subject to the qualification that the availability of equitable
remedies is subject to the discretion of the court before which any
proceeding therefore may be brought.
The
execution of this Agreement and the Transaction Documents and the
consummation of the Transactions: (i) will not, with or without
notice, lapse of time or both, result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate
or modify the terms of any indenture, mortgage, deed of trust, or
other material agreement, or instrument to which Buyer is a party
or to which any of its assets, properties or operations are
subject; (ii) violate any Law to which Buyer is subject; or (iii)
violate any judgment, order, writ or decree of any court applicable
to Buyer.
Buyer
shall have at Closing, sufficient cash, available lines of credit
or other sources of immediately available funds on hand to enable
Buyer to perform all of its respective obligations under the
Transaction Documents, including the payment of the Purchase
Price.
Buyer
has not retained any broker or finder in connection with any of the
Transactions, and Buyer has not incurred or agreed to pay, or taken
any other action that would entitle any Person to receive, any
brokerage fee, finder’s fee or other similar fee or
commission with respect to any of the Transactions.
ARTICLE 6
Except
as required by applicable Law or as set forth in herein, the
Parties shall consult with each other before issuing any press
release or making any public statement with respect to this
Agreement or Transactions.
In
addition to any other notice required to be given by the terms of
this Agreement, each of the Parties shall promptly notify each of
the other Parties of:
(a) any notice or other
communication received from any Person alleging that the consent of
such Person is or may be required in connection with any of the
Transactions;
(b) any notice or other
communication from any governmental or regulatory agency or
authority in connection with the Transactions; and
(c) any Actions
commenced or, to its knowledge threatened against, relating to or
involving or otherwise affecting such Party that, if pending on the
date of this Agreement, would have been required to have been
disclosed pursuant hereto or that relates to the consummation of
the Transactions.
Each
of the Parties will give any notices to third parties, and will use
its commercially-reasonable efforts to obtain any third-party
consents, that the other Parties reasonably may request in
connection with this Agreement. Each of the Parties will give any
notices to, make any filings with, and use its commercially
reasonable efforts to obtain any Governmental Authorizations in
connection with the Transactions.
11
(a) For
a period of five (5) years following the Closing, Seller shall not,
and shall cause any Affiliate not to, directly or indirectly
through any Person or contractual arrangement:
(i) engage in Competing
Business or perform management, executive or supervisory functions
with respect to, own, operate, join, control, render financial
assistance to, exert any influence upon, participate in, or allow
any of its officers or employees to be connected as an officer,
employee, partner, member, stockholder or consultant with, any
Person engaged in a Competing Business; or
(ii) approach
with respect to or seek Competing Business from any Customer (as
hereinafter defined), refer Competing Business from any Customer to
any Person or be paid commissions based on sales received from any
Customer by any Person where such business or sale relates to
Competing Business. For purposes of this clause (a)(ii), the term
“Customer” means any
Person to which TeamGlobal provided products or services during the
thirty-six-month period prior to Closing; provided, that the
foregoing shall not prohibit any referral of business by Seller to
Buyer.
(b) For a period of two
(2) years following the Closing, neither Seller nor Buyer shall,
nor shall Seller or Buyer cause or permit any Affiliate
to:
(i) directly or
indirectly through any Person or contractual arrangement, disparage
the other Party, TeamGlobal or any of their respective Affiliates
in any way that could adversely affect any of their goodwill,
reputation or business relationships with the public generally, or
with any of their customers, suppliers or employees;
or
(ii) solicit,
recruit or hire any Person who is or during the thirty-six-month
period prior to Closing was an officer, director or employee of the
other Party, provided, that the foregoing shall not prohibit (A) a
general solicitation to the public by general advertising or
similar methods of solicitation by search firms not specifically
directed at officers, directors or employees of the other Party and
(B) any Party from soliciting, recruiting or hiring any officer,
director or employee of the other Party six or more months
following the cessation of employment of such Person by the other
Party or any of its Affiliates following the Closing.
For
greater certainty, in this Section 6.04, TeamGlobal shall
not be considered an Affiliate of Seller.
(c) The Parties
acknowledge and agree that compliance with the covenants set forth
in this Section
6.04 is necessary to protect the value of the ongoing
business and assets (including the goodwill) and other proprietary
interests of their businesses. Each Party further acknowledges and
agrees that any breach by it of any applicable provision of this
Section 6.04 will
result in irreparable and continuing injury to the other Party for
which there will be no adequate remedy at Law. Each Party
acknowledges and agrees that in the event of such a breach, in
addition to all other remedies available at Law, the other Party
shall be entitled to equitable relief, including interim relief (in
the form of a temporary restraining order) or injunctive relief, to
have such other covenant(s) specifically enforced by any court
having equity jurisdiction, and an equitable accounting of all
earnings, profits or other benefits arising therefrom, as well as
such other damages or relief as may be appropriate. Each Party has
independently consulted with its counsel and after such
consultation agrees that the covenants set forth in this
Section 6.04 are
reasonable and proper to protect the legitimate interests of the
other Party.
(d) It is the intention
of the Parties that the scope and effect of the covenants contained
in this Section
6.04 shall be as broad in time and geography, and in all
other respects, as is permitted pursuant to applicable Law. The
provisions of this Section
6.04 are severable and independent and shall be interpreted
and applied consistently with the requirements of reasonableness
and equity. If a court of competent jurisdiction determines that
the character, duration or geographical scope of the provisions of
this Section 6.04
are unreasonable, it is the intention and the agreement of the
Parties that these provisions shall be construed by the court in
such a manner as to impose only those restrictions on the conduct
of the Parties that are reasonable in light of the circumstances
and as are necessary to assure to the Parties the benefits of this
Agreement.
(e) Each Party agrees
that if it breaches or violates the covenants set forth in this
Section 6.04, such
breach or violation will result in significant damage to the other
Party, including the loss of a significant portion of the benefit
that the other Party would otherwise receive hereunder. Each Party
further agrees that it is and would be inherently difficult or
impossible to ascertain the amount of damages caused by such a
breach or violation. Therefore, notwithstanding any other
provisions of this Agreement, each Party agrees, as liquidated
damages and not as a penalty, and without any need of the other
Party to otherwise prove or disprove the amount of damages, to pay
to the other Party an amount equal to 10% (ten percent) of the
Purchase Price, or, in the alternative, such maximum lesser amount
permitted by Law, in the event a Party violates the covenants set
forth in this Section
6.04. The Parties agree this is fair because of the
difficulty in calculating with accuracy the damages suffered by a
Party in the event the other Party violates its obligations as set
forth in this Section
6.04 and further agrees that the liquidated damages amount
is a fair estimate of such damages. The provisions of this
Section 6.04 shall
be supplemental to, and shall in no way limit, non-monetary
remedies that may be available to a Party, including the right of a
Party to seek specific performance or injunctive relief in the
event of a breach by the other Party of its obligations as set
forth in this Section
6.04.
12
(f) Confidentiality. From and after
the Closing, Seller shall, and shall cause its Affiliates (for the
avoidance of doubt, other than TeamGlobal) to, hold, and shall use
its reasonable best efforts to cause its or their respective
Representatives to hold, in confidence any and all information,
whether written or oral, concerning TeamGlobal, except to the
extent that Seller can show that such information (i) is generally
available to and known by the public through no fault of Seller,
any of its Affiliates or their respective Representatives; (ii) is
lawfully acquired by Seller, any of its Affiliates or their
respective Representatives from and after the Closing from sources
which are not prohibited from disclosing such information by a
legal, contractual or fiduciary obligation; or (iii) is required to
be disclosed pursuant to legal obligations or stock exchange rules.
If Seller or any of its Affiliates or their respective
Representatives are compelled to disclose any information by
judicial, investigative, or administrative process or by other
requirements of Law, Seller shall promptly notify Buyer in writing,
to the extent commercially and shall disclose only that portion of
such information which Seller is advised by its counsel in writing
is legally required to be disclosed, provided that Seller shall use
reasonable best efforts to assist Buyer in obtaining an appropriate
protective order or other reasonable assurance that confidential
treatment will be accorded such information.
Following
the Closing, each of the Parties shall, and shall cause their
respective Affiliates to, execute and deliver such additional
documents, instruments, conveyances, and assurances, and take such
further actions as may be reasonably required to carry out the
provisions hereof and give effect to the Transactions. To the
extent Seller fails to deliver an item required to be delivered by
it at Closing under Section 2.03, no
action of Buyer, including the execution of this Agreement, will be
a waiver of such obligation or any Buyer remedies. Seller shall
deliver such items promptly after Closing.
Seller
shall prepare, or cause to be prepared, all Tax Returns required to
be filed by TeamGlobal after the Closing Date with respect to a
Pre-Closing Tax Period. Seller shall pay all Taxes that are shown
or determined to be due on such Tax Returns for Pre-Closing Tax
Periods.
(a) Buyer
and Seller agree that all rights to indemnification, advancement of
expenses, and exculpation by TeamGlobal now existing in favor of
each Person who is now, or has been at any time prior to the date
hereof an officer or director of TeamGlobal or any of its
subsidiaries (each an “Indemnified D&O
Party”) as provided in the Bylaws of TeamGlobal, as in
effect on the Closing Date, or pursuant to any other Contracts in
effect on the date hereof, shall survive the Transactions and shall
remain in full force and effect in accordance with their
terms.
(b) For a period of six
(6) years from the Effective Time, the Buyer and TeamGlobal (the
“Indemnifying
D&O Parties”) shall indemnify, defend and hold
harmless each Indemnified D&O Party (in all their capacities)
against all losses, claims, damages, liabilities, fees, expenses,
judgments and fines incurred in connection with any claim, suit,
action or proceeding, whether civil, criminal, administrative, or
investigative (each a “Claim”) and shall provide
advancement of expenses (including reasonable attorneys’
fees) to each Indemnified D&O Party to the same extent such
Indemnified D&O Party has the right to advancement of
reasonable and documented expenses pursuant to the TeamGlobal
Charter Documents as in effect on the date of this Agreement and to
the extent that such Indemnified D&O Party does not have such a
right to advancement of expenses, the Indemnifying D&O Parties
shall promptly reimburse each Indemnified D&O Party for any
legal or other expenses reasonably incurred by such Indemnified
D&O Party in connection with investigating or defending any
such Claim as such expenses are incurred, subject to the receipt of
an undertaking by such Indemnified D&O Party to repay such
legal and other fees and expenses paid in advance if it is
ultimately determined in a final and non-appealable judgment of a
court of competent jurisdiction that such Indemnified D&O Party
is not entitled to be indemnified under applicable
Law.
(c) The obligations of
Seller and TeamGlobal under this Section 6.07 shall survive the
Transactions and shall not be terminated or modified in such a
manner as to adversely affect any Indemnified D&O Party to whom
this Section 6.07
applies without the consent of such affected Indemnified D&O
Party (it being expressly agreed that the Indemnified D&O
Parties to whom this Section 6.07 applies shall be
third party beneficiaries of this Section 6.07, each of whom may
enforce the provisions of this Section 6.07).
(d) In the event Buyer,
TeamGlobal or any of their respective successors or assigns: (i)
consolidates with or merges into any other Person and shall not be
the continuing or surviving corporation or entity in such
consolidation or merger; or (ii) transfers all or substantially all
of its properties and assets to any Person, then, and in either
such case, proper provision shall be made so that the successors
and assigns of Buyer or TeamGlobal, as the case may be, shall
assume all of the obligations set forth in this Section 6.07. The agreements
and covenants contained herein shall not be deemed to be exclusive
of any other rights to which any Indemnified D&O Party is
entitled, whether pursuant to Law, Contract, or otherwise. Nothing
in this Agreement is intended to, shall be construed to, or shall
release, waive, or impair any rights to directors’ and
officers’ insurance claims under any policy that is or has
been in existence with respect to TeamGlobal or its officers,
directors, and employees, it being understood and agreed that the
indemnification provided for in this Section 6.07 is not in lieu of
or in substitution for, any such claims under any such
policies.
13
ARTICLE
7
(a) Subject to the
limitations and other provisions of this Agreement, the
representations and warranties contained herein shall survive the
Closing Date and shall remain in full force and effect as follows:
(i) the representations and warranties set forth in Section 3.01, Section 3.02, ▇▇▇▇▇▇▇ ▇.▇▇, ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇▇▇) and (v), Section 3.05, Section 4.01, Section 5.01, Section 5.02 and Section 5.03 (collectively, the
“Fundamental
Representations”) shall survive until the date that is
twenty four (24) months after the Closing Date; (ii) any claim
based on fraud or intentional misrepresentation, shall survive
indefinitely; (iii) the representations and warranties set forth in
Section 3.06 (the
“Tax
Representation”) shall survive the Closing Date until
sixty (60) days following the expiration of the applicable statute
of limitations; and (iv) all other representations and warranties
contained herein shall survive until the date that is eighteen (18)
months after the Closing Date.
(b) The covenants or
agreements required to be performed following Closing shall each
survive until the later of (i) the thirtieth (30th) day following
the expiration of the applicable statute of limitations (giving
effect to the waiver, mitigation, or extension thereof) or, (ii)
until fully performed in accordance with their terms (unless a
shorter period is prescribed with respect to such covenant or
agreement).
(c) Any claim arising
out of or in connection with this Agreement must be brought, if at
all, within the applicable survival period for the applicable
representation, warranty or covenant with respect to which the
claim is raised, or within such shorter period as may be specified
with respect to a particular claim, or it will be deemed waived and
released. Notwithstanding the other provisions of this Section 7.01, any claims
asserted in good faith with reasonable specificity (to the extent
known at such time) and in writing by notice from the non-breaching
party to the breaching party prior to the expiration date of the
applicable survival period shall not thereafter be barred by the
expiration of the relevant representation, warranty, covenant, or
agreement, and such claims shall survive until finally
resolved.
Subject
to the provisions of this ARTICLE 7, Seller hereby
covenants and agrees with Buyer that Seller shall indemnify Buyer,
its owners, officers and employees, and post-Closing, TeamGlobal,
and each of their respective Representatives, successors and
assigns (individually, a “Buyer Indemnified
Party”), and hold them harmless from, against and in
respect of any and all Losses incurred or sustained by, or imposed
upon any Buyer Indemnified Party resulting from or related to,
arising out of, or based upon: (i) any inaccuracy or breach of any
representation or warranty of Seller in this Agreement or in any
instrument or certificate delivered by or on behalf of Seller
pursuant to this Agreement; (ii) the non-fulfillment or breach of
any agreement, covenant or obligation by Seller made in this
Agreement (including without limitation any Exhibit or Schedule
hereto and any certificate or instrument delivered in connection
herewith); (iii) Income Taxes of TeamGlobal for any taxable period
beginning on or after October 1, 2017 and ending on or before the
Closing Date; (iv) Transaction Expenses (if any) not paid prior to
Closing; or (v) fraud or intentional misrepresentations of Seller.
For the avoidance of doubt, after the Closing, Seller shall not
have any obligations to indemnify or reimburse Buyer or TeamGlobal
for any assessment against TeamGlobal or Buyer relating to any
payroll Taxes.
Subject
to the provisions of this ARTICLE 7, Buyer hereby
covenants and agrees that Buyer shall indemnify Seller and
Seller’s directors, officers, employees and Affiliates, and
each of their respective Representatives, successors and assigns
(individually a “Seller Indemnified
Party”) and hold them harmless from, against and in
respect of any and all Losses incurred or sustained by, or imposed
upon any Seller Indemnified Party resulting from or related to,
arising out of, or based upon: (i) any inaccuracy or breach of any
representation or warranty of Buyer in this Agreement or in any
instrument or instrument or certificate delivered by or on behalf
of Seller pursuant to this Agreement; (ii) the non-fulfillment or
breach of any agreement, covenant or obligation by Buyer made in
this Agreement (including without limitation any Exhibit or
Schedule hereto and any certificate or instrument delivered in
connection herewith); or (iii) fraud or intentional
misrepresentation of Buyer.
14
The
Party making a claim under this ARTICLE 7 is referred to as the
“Indemnified
Party” and the Party against whom such claims are
asserted under this ARTICLE 7 is referred to as the
“Indemnifying
Party”.
(a) Third-Party Claims. If any Indemnified
Party receives notice of the assertion or commencement of any
Action made or brought by any Person who is not a party to this
Agreement or an Affiliate of a Party to this Agreement or a
Representative of the foregoing (a “Third-Party Claim”)
against such Indemnified Party with respect to which the
Indemnifying Party is obligated to provide indemnification under
this Agreement, the Indemnified Party shall give the Indemnifying
Party reasonably prompt written notice thereof, but in any event
not later than thirty (30) calendar days after receipt of such
notice of such Third-Party Claim. The failure to give such prompt
written notice shall not, however, relieve the Indemnifying Party
of its indemnification obligations, except and only to the extent
that the Indemnifying Party forfeits rights or defenses by reason
of such failure. Such notice by the Indemnified Party shall
describe the Third-Party Claim in reasonable detail, shall include
copies of all material written evidence thereof and shall indicate
the estimated amount, if reasonably practicable, of the Loss that
has been or may be sustained by the Indemnified Party. The
Indemnifying Party shall have the right to participate in, or by
giving written notice to the Indemnified Party, to assume the
defense of any Third-Party Claim at the Indemnifying Party’s
expense and by the Indemnifying Party’s own counsel, and the
Indemnified Party shall cooperate in good faith in such defense.
Before the Indemnifying Party may assume the defense of any
Third-Party Claim, it must acknowledge in a writing directed to the
Indemnified Party its obligation to indemnify the Indemnified Party
from any Losses that result from the Third-Party Claim. In the
event that the Indemnifying Party assumes the defense of any
Third-Party Claim, subject to Section 7.04(b), it shall
have the right to take such action as it deems necessary to avoid,
dispute, defend, appeal or make counterclaims pertaining to any
such Third-Party Claim in the name and on behalf of the Indemnified
Party. The Indemnified Party shall have the right to participate in
the defense of any Third-Party Claim with counsel selected by it
subject to the Indemnifying Party’s right to control the
defense thereof. The fees and disbursements of such counsel shall
be at the expense of the Indemnified Party, provided, that if in
the reasonable opinion of counsel to the Indemnified Party, (A)
there are legal defenses available to an Indemnified Party that are
different from or additional to those available to the Indemnifying
Party; or (B) there exists a conflict of interest between the
Indemnifying Party and the Indemnified Party that cannot be waived,
the Indemnifying Party shall be liable for the reasonable fees and
expenses of counsel to the Indemnified Party in each jurisdiction
for which the Indemnified Party determines counsel is required. If
the Indemnifying Party elects not to compromise or defend such
Third-Party Claim, fails to promptly notify the Indemnified Party
in writing of its election to defend as provided in this Agreement,
or fails to diligently prosecute the defense of such Third-Party
Claim, the Indemnified Party may, subject to Section
7.04(b), pay, compromise, defend such Third-Party Claim
and seek indemnification for any and all Losses based upon, arising
from or relating to such Third-Party Claim. The Parties shall
cooperate with each other in all reasonable respects in connection
with the defense of any Third-Party Claim, including making
available records relating to such Third-Party Claim and
furnishing, without expense (other than reimbursement of actual
out-of-pocket expenses) to the defending Party, management
employees of the non-defending Party as may be reasonably necessary
for the preparation of the defense of such Third-Party
Claim.
(b) Settlement of Third-Party Claims.
Notwithstanding any other provision of this Agreement, the
Indemnifying Party shall not enter into settlement of any
Third-Party Claim without the prior written consent of the
Indemnified Party, except as provided in this Section
7.04(b). If a firm offer is made to settle a Third-Party
Claim without leading to liability or the creation of a financial
or other obligation on the part of the Indemnified Party and
provides, in customary form, for the unconditional release of each
Indemnified Party from all Liabilities and obligations in
connection with such Third-Party Claim and the Indemnifying Party
desires to accept and agree to such offer, the Indemnifying Party
shall give written notice to that effect to the Indemnified Party.
If the Indemnified Party fails to consent to such firm offer within
ten (10) days after its receipt of such notice, the Indemnified
Party may continue to contest or defend such Third-Party Claim and
in such event, the maximum liability of the Indemnifying Party as
to such Third-Party Claim shall not exceed the amount of such
settlement offer. If the Indemnified Party fails to consent to such
firm offer and also fails to assume defense of such Third-Party
Claim, the Indemnifying Party may settle the Third-Party Claim upon
the terms set forth in such firm offer to settle such Third-Party
Claim. If the Indemnified Party has assumed the defense pursuant to
Section 7.04(a), it
shall not agree to any settlement without the written consent of
the Indemnifying Party (which consent shall not be unreasonably
withheld or delayed).
(c) Direct Claims. Any Action by an
Indemnified Party on account of a Loss which does not result from a
Third-Party Claim (such Action not resulting from a Third-Party
Claim, a “Direct
Claim”) shall be asserted by the Indemnified Party
giving the Indemnifying Party reasonably prompt written notice
thereof, but in any event not later than thirty (30) calendar days
after the Indemnified Party becomes aware of such Direct Claim. The
failure to give such prompt written notice shall not, however,
relieve the Indemnifying Party of its indemnification obligations,
except and only to the extent that the Indemnifying Party forfeits
rights or defenses by reason of such failure. Such notice by the
Indemnified Party shall describe the Direct Claim in reasonable
detail, shall include copies of all material written evidence
thereof and shall indicate the estimated amount, if reasonably
practicable, of the Loss that has been or may be sustained by the
Indemnified Party. The Indemnifying Party shall have thirty (30)
calendar days after its receipt of such notice to respond in
writing to such Direct Claim. The Indemnified Party shall allow the
Indemnifying Party and its professional advisors to investigate the
matter or circumstance alleged to give rise to the Direct Claim,
and whether and to what extent any amount is payable in respect of
the Direct Claim and the Indemnified Party shall assist the
Indemnifying Party’s investigation by giving such information
and assistance as the Indemnifying Party or any of its professional
advisors may reasonably request. If the Indemnifying Party does not
so respond within such thirty (30) calendar day period, the
Indemnifying Party shall be deemed to have rejected such claim, in
which case the Indemnified Party shall be free to pursue such
remedies as may be available to the Indemnified Party on the terms
and subject to the provisions of this Agreement.
15
Upon
a reasonable request made by the Indemnifying Party, each
Indemnified Party seeking indemnification hereunder in respect of
any Direct Claim, hereby agrees to consult with the Indemnifying
Party and act reasonably to take actions reasonably requested by
the Indemnifying Party in order to attempt to reduce the amount of
Losses in respect of such Direct Claim. Any costs or expenses
associated with taking such actions shall be included as Losses
hereunder.
Subject
to the terms and conditions herein, once a Loss is agreed to by the
Indemnifying Party or finally adjudicated to be payable pursuant to
this ARTICLE 7 or otherwise pursuant to this Agreement, the
Indemnifying Party shall satisfy its indemnification obligations
within fifteen (15) Business Days of such agreement or
adjudication.
The
indemnification provided for in Section 7.02 and Section 7.03 shall
be subject to the following limitations:
(a) The Seller shall not be liable to the
Buyer Indemnified Parties for indemnification under Section 7.02(i) until the
aggregate amount of all Losses in respect of indemnification under
Section 7.02(i)
exceeds $50,000 (the “Basket”), in which event
Seller shall be liable for any amount of Losses in excess of the
Basket.
(b) Buyer shall not be
liable to the Seller Indemnified Parties for indemnification under
Section 7.03(i)
until the aggregate amount of all Losses in respect of
indemnification under Section 7.03(i) exceeds the
Basket, in which event Buyer shall be liable for any amount of
Losses in excess of the Basket.
(c) The Parties
acknowledge and agree that the maximum liability of Seller, on the
one hand, and Buyer, on the other hand, for indemnification under
Section 7.02(i) or Section
7.03(i),
as applicable, shall be the sum of $370,000 (the
“Cap”),
and neither Seller, on the one hand, or Buyer, on the other hand,
shall have any liability to the other for claims hereunder in
excess of the Cap, provided that any liability for Losses incurred
and arising from or related to a breach of the Fundamental
Representations, or pursuant to Section 7.02(ii), Section 7.02(iii), Section 7.02(iv), Section
7.02(v),
Section 7.03(ii) or
Section 7.03(iii),
shall not be subject to the Cap. The Cap shall be calculated
without taking into account Losses due to breaches of the
Fundamental Representations or other provisions of this Agreement
not subject to the Cap.
(d) Seller shall not be
liable under this ARTICLE
7 for any Losses based upon or arising out of any inaccuracy
in or breach of any of the representations or warranties of Seller
if Buyer, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ had knowledge of such
inaccuracy or breach prior to the Closing.
(e) All Liabilities and
obligations of one Party to the other Party that may arise under
ARTICLE 7, if any,
will be satisfied by tender of cash, via wire transfer, pursuant to
wire instructions provided to Buyer or to Seller, as the case may
be.
All
indemnification payments made under this Agreement shall be treated
by the Parties as an adjustment to the consideration paid hereunder
unless otherwise required by applicable Law.
16
Section
7.10
In
the event that the Closing occurs, the indemnification provisions
contained in this ARTICLE 7 shall be the sole and exclusive remedy
of the Parties with respect to the Transactions for any and all
breaches or alleged breaches of any representations, warranties,
covenants or agreements of the Parties hereto or any other
provision of this Agreement, except (i) with respect to any
equitable remedy to which such Party may be entitled with respect
to any claims or causes of action arising from the breach of any
covenants or agreement of a Party that is to be performed
subsequent to the Closing Date (including, but by no means limited
to, specific performance), (ii) remedies provided in the other
Transaction Documents; (iii) with respect to a Party, an
actual and intentional fraud with respect to this Agreement and the
Transactions.
ARTICLE
8
Any
notice or other communications required or permitted hereunder
shall be in writing and shall be sufficiently given if personally
delivered to it or sent by overnight courier or registered mail or
certified mail, postage prepaid, or electronic mail with a follow
up copy by overnight courier, addressed as follows:
If to
Buyer:
Talent
Teams LLC
Attn:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Email:
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
with a
copy, which shall not constitute notice, to:
▇▇▇▇▇▇
▇▇▇▇▇, P.C.
Attn:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇ ▇▇. ▇▇▇▇ #▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇. ▇▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Email:
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
If to
Seller:
Attn:
Eyal Hen
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
E-mail:
▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and
▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
with a
copy, which shall not constitute notice, to:
▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ LLP
Attn:
▇▇▇ ▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇
Email:
▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
or such
other addresses as shall be furnished in writing by any Party in
the manner for giving notices hereunder, and any such notice or
communication shall be deemed to have been given: (i) upon receipt,
if personally delivered or sent by electronic mail; (ii) on the day
after dispatch, if sent by overnight courier; and (iii) three (3)
days after mailing, if sent by registered or certified
mail.
17
(a) If
there is any dispute or controversy relating to this Agreement or
any of the Transactions (each, a “Dispute”), such Dispute
shall be resolved in accordance with the applicable provisions of
Section 7.04 and
this ARTICLE
8.
This
Agreement shall be governed by, enforced, and construed under and
in accordance with the Laws of the State of Maryland, without
giving effect to principles of conflicts of Law thereunder. The
venue for all matters arising hereunder shall be exclusively in the
Federal or State courts of the State of Maryland (the
“Selected
Courts”), and each of the Parties irrevocably consents
and agrees that any legal or equitable Action arising under or in
connection with this Agreement shall be brought exclusively in the
Selected Courts. By execution and delivery of this Agreement, each
Party hereto irrevocably submits to and accepts, with respect to
any such Action, generally and unconditionally, the jurisdiction of
the Selected Courts and choice of law above, and irrevocably waives
any and all rights such Party may now or hereafter have to object
to such jurisdiction or choice of law.
EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH
SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT
OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS
OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A)
NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE
FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES
THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS Section
8.04.
In
the event that any Party institutes any Action to enforce this
Agreement or to secure relief from any default hereunder or breach
hereof, the prevailing Party shall be reimbursed by the losing
Party for all costs, including reasonable attorneys’ fees,
incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
Subject
to Section 8.07, each of the
Parties shall hold, and shall cause its Representatives to hold, in
confidence all non-public documents and information furnished to it
by or on behalf of any other Party in connection with the
Transactions until the Closing Date, at which time the obligations
of the Parties under this Section 8.06 shall terminate only in
respect of that portion of such confidential information
exclusively relating to TeamGlobal and its business.
18
Other
than as set forth in Section 6.01, unless required
by applicable Law or regulatory authority, none of the Parties will
issue any report, statement or press release to the general public,
trade or trade press, or to any third party (other than its
advisors and Representatives in connection with Transactions) or
file any document, relating to this Agreement and Transactions,
except as may be mutually agreed by the Parties. Copies of any such
filings, public announcements or disclosures, including any
announcements or disclosures mandated by Law or regulatory
authorities, shall be delivered to each Party prior to the release
thereof.
Buyer
and, after Closing, TeamGlobal are presumed to have full knowledge
of all information set forth in the Seller Disclosure
Schedules.
This
contract is strictly between the Parties and, except as
specifically provided, no director, officer, stockholder (other
than Seller), employee, agent, independent contractor or any other
Person shall be deemed to be a third-party beneficiary of this
Agreement.
Other
than as specifically set forth herein, whether or not the
Transactions are consummated, Buyer, on the one hand, and Seller
and TeamGlobal, on the other hand, will each bear their own
respective expenses incurred prior to Closing, without limitation
the fees and expenses of their legal, accounting and financial
advisors, incurred in connection with the
Transactions.
This
Agreement and the other Transaction Documents represent the entire
agreement between the Parties relating to the subject matter
thereof and supersede all prior agreements, understandings and
negotiations, written or oral, with respect to such subject matter.
If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of
this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. Upon such determination that
any term or other provision is invalid, illegal or unenforceable,
the Parties shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the Parties as closely as
possible in a mutually acceptable manner in order that the
Transactions be consummated as originally contemplated to the
greatest extent possible.
Other
than as specifically set forth herein, every right and remedy
provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at Law, or in equity, and may be
enforced concurrently herewith, and no waiver by any Party of the
performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. This Agreement may by amended
only by a writing signed by all Parties hereto.
Subject
to the terms and conditions herein provided, each Party shall use
its commercially reasonable efforts to perform or fulfill all
conditions and obligations to be performed or fulfilled by it under
this Agreement so that Transactions shall be consummated as soon as
practicable. Each Party also agrees that it shall use its
commercially reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable Laws and regulations to
consummate and make effective this Agreement and the Transactions.
Following the Closing, each of the parties hereto shall, and shall
cause their respective Affiliates to, execute and deliver such
additional documents, instruments, conveyances, and assurances as
may be reasonably required to carry out the provisions hereof and
give effect to the Transactions.
19
This
Agreement shall be binding upon and shall inure to the benefit of
the Parties and their respective successors and permitted assigns.
No Party may assign its rights or obligations hereunder without the
prior written consent of the other Parties. No attempted transfer
or assignment in violation of this Section
8.14 shall be valid, enforceable or
binding.
This
Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall
be but a single instrument. A signed copy of this Agreement
delivered by facsimile, e-mail or other means of electronic
transmission shall be deemed to have the same legal effect as
delivery of an original signed copy of this Agreement.
[Signature Pages Follow]
20
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the Closing Date.
Talent
Teams LLC
By:_/s/_ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ __________
Name: ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Title:
Member
Talent
Teams LLC
By:_/s/_ ▇▇▇▇
▇▇▇▇▇▇▇ _____________
Name: ▇▇▇▇
▇▇▇▇▇▇▇
Title: Member
By:_/s/_ ▇▇▇▇▇▇
Berman______________
Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief
Executive Officer
Global
Technical Services, Inc.
By:_/s/_ ▇▇▇▇▇
Kostelecky______________
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: President
[Signature Page to
TeamGlobal – Talent Teams Stock Purchase
Agreement]
21